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Industries

InternationalInvestment & Trade

Legal insight for investment and trade across borders

International investment and trade bring together capital, corporate strategy, regulation, contracts, supply chains, customs, foreign exchange, tax, compliance and multiple legal systems.

Paraphoenix Solicitors advises international businesses and investors entering or expanding in Nigeria, Nigerian and African businesses pursuing opportunities across borders, and commercial parties structuring international trade and investment relationships.

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Our International Investment & Trade Perspective

Connecting capital, markets and legal systems

Nigeria offers international businesses access to a large domestic market and a platform for wider African growth, while Nigerian businesses increasingly operate through regional and international supply chains, partnerships and investment structures.

The legal environment for investment and trade continues to evolve. The Nigerian Investment Promotion Commission framework supports foreign participation in Nigerian enterprises subject to the applicable negative list and sector-specific requirements, while the Investments and Securities Act 2025 now provides the current statutory framework for Nigeria's capital market.

At the trade level, the Nigeria Customs Service Act 2023 provides the modern customs framework, including rules on origin and preferential treatment, while AfCFTA implementation continues to develop through customs procedures, rules of origin and trade-facilitation initiatives.

For clients, the practical question is not simply whether investment or trade is legally possible, but how to structure it so that ownership, capital, contracts, approvals, goods, payments and risk move coherently across borders.

Key industry themes

Where the commercial and legal issues meet

01

Foreign investment into Nigeria

Market entry, corporate establishment, acquisitions, joint ventures, investment structures, governance, sector approvals and implementation.

02

Outbound and regional investment

Nigerian and African businesses investing, acquiring, partnering or establishing operations in other markets.

03

Cross-border M&A and joint ventures

Acquisitions, disposals, joint ventures, shareholder arrangements, due diligence and multi-jurisdictional transaction coordination.

04

International commercial contracts

Cross-border sale, supply, distribution, services, technology, strategic partnerships, agency and other commercial arrangements.

05

Trade, customs and market access

Imports, exports, tariff classification, origin, valuation, customs processes, product requirements and trade-facilitation interfaces.

06

AfCFTA and African market access

Regional trading opportunities, rules of origin, preferential treatment, customs implementation and commercial expansion across African markets.

07

Capital, financing and repatriation

Investment funding, financing structures, foreign-exchange interfaces, dividends, returns, capital movements and documentary requirements.

08

Regulatory and compliance

Sector regulation, investment approvals, sanctions, anti-bribery, AML/CFT, third-party risk, competition, data and trade compliance.

09

Supply chains and distribution

International sourcing, Incoterms, logistics interfaces, distributors, resellers, agents, product responsibilities and continuity.

10

Cross-border disputes and exit

Governing law, jurisdiction, arbitration, enforcement strategy, termination, restructuring and investment exit.

Substantive focus

Principal areas of work

01

Investing in Nigeria

Structuring entry around the business objective

Foreign investors may enter Nigeria through acquisitions, new subsidiaries, joint ventures, strategic partnerships, project companies, distribution structures or other commercial models.

We support investors on entry strategy, corporate establishment, ownership and governance, transaction documentation, due diligence, commercial contracts, regulatory interfaces, financing and implementation.

Nigeria's investment framework generally permits foreign participation in enterprises subject to the statutory negative list and any sector-specific restrictions, licences or approvals. The applicable position should be confirmed for the particular activity rather than treated as a universal rule.

Investment incentives and tax reliefs are also subject to statutory eligibility and administrative requirements. They should be assessed against the current framework and should not be assumed to apply merely because an investment falls within a particular sector.

02

Outbound & Regional Investment

Supporting African businesses beyond their home market

Nigerian and African businesses increasingly pursue growth through acquisitions, subsidiaries, joint ventures, distribution networks, technology partnerships and other investments outside their home jurisdictions.

Paraphoenix can support the Nigerian-law and commercial aspects of outbound transactions and coordinate with carefully selected independent local counsel in the destination jurisdiction.

We focus on maintaining coherence between the home-country corporate and financing arrangements, the destination-market investment structure, transaction documents, governance and ongoing commercial relationships.

03

Cross-Border M&A, Joint Ventures & Strategic Investment

Transactions that have to work in more than one jurisdiction

Cross-border acquisitions and joint ventures require careful coordination of corporate, regulatory, financing, tax, employment, data, competition and commercial workstreams.

Working with our Corporate, Commercial & M&A practice, we support transaction structuring, due diligence, acquisition and investment documents, shareholder and governance arrangements, conditions precedent, regulatory interfaces, commercial agreements and implementation.

Where securities or capital-market regulation is engaged, the Investments and Securities Act 2025 and current Securities and Exchange Commission requirements should be considered together with any sector-specific approval regime.

04

International Commercial Contracts

Allocating risk across markets and counterparties

International business relationships may involve sale and supply, distribution, agency, services, technology, licensing, outsourcing, strategic partnerships and long-term framework arrangements.

We advise on governing law, delivery, title and risk, Incoterms, pricing and payment, currency, performance, acceptance, warranty, compliance, sanctions, data, intellectual property, limitation of liability, force majeure, termination and dispute resolution.

The objective is to produce contracts that reflect how goods, services, information and money will actually move between the parties and across borders.

05

Trade, Customs & Market Access

Turning cross-border movement into a predictable commercial process

Import and export transactions require coordination between commercial contracts and the customs, product and trade rules governing the movement of goods.

Nigeria's customs framework addresses tariff classification, valuation, origin, preferential treatment and evidence of origin. Current Nigeria Customs Service systems also include digital trade-facilitation tools, advance rulings and the evolving National Single Window environment.

We support the legal and contractual aspects of international trade, including Incoterms, import and export responsibilities, customs and product-regulatory interfaces, documentary obligations, supplier and distributor arrangements, sanctions and trade compliance.

Paraphoenix does not act as a customs broker, freight forwarder or tariff-classification specialist. Where technical customs classification, valuation or logistics services are required, we coordinate with appropriately qualified professionals.

06

AfCFTA & African Market Access

Regional opportunity depends on the applicable rules

The African Continental Free Trade Area creates a framework for deeper intra-African trade, but commercial benefit depends on the applicable tariff schedule, rules of origin, customs procedures, product requirements and implementation position for the goods and countries concerned.

Nigeria Customs Service materials recognise AfCFTA preferential origin within the customs framework, and current implementation work includes further trade-facilitation initiatives.

We support businesses considering African market expansion by analysing the legal and commercial structure of supply, distribution, investment and cross-border contracting and by coordinating jurisdiction-specific advice where required.

We do not assume that a transaction qualifies automatically for preferential tariff treatment merely because both countries participate in AfCFTA. Eligibility must be confirmed for the particular goods, origin and applicable implementation arrangements.

07

Capital, Financing & Repatriation

Connecting investment structures with capital flows

Cross-border investment depends not only on ownership but also on how capital enters the business, how financing is documented and how dividends, proceeds and other returns may be transferred.

Working with our Banking, Finance & Capital practice, we support financing and commercial structures connected with international investment, including receivables, equipment finance and other transaction-linked arrangements.

Nigeria's investment and foreign-exchange frameworks contain protections and mechanisms relevant to capital and returns, but the practical requirements depend on the transaction, documentation, authorised channels and then-current regulatory environment.

We therefore avoid treating repatriation or foreign-exchange availability as automatic and coordinate current banking, tax and regulatory requirements for the particular investment.

08

Regulatory, Compliance & Responsible Cross-Border Business

Managing legal risk across jurisdictions

International investment and trade can engage sector regulation, anti-bribery and corruption, AML/CFT, sanctions, export controls, competition, third-party risk, data protection, human rights and supply-chain compliance.

Working with our Regulatory, Compliance & Investigations practice, we support risk assessment, due diligence, contractual controls, governance, investigations and remediation.

Where foreign sanctions, export-control or other jurisdiction-specific rules apply, we coordinate with appropriately qualified local counsel and specialist advisers.

09

Supply Chains, Distribution & Route to Market

Commercial structures for moving products and services internationally

Cross-border growth often depends on suppliers, distributors, resellers, agents, logistics providers and other commercial partners.

We advise on sourcing, supply, distribution and agency structures, including territory, exclusivity, performance, Incoterms, import responsibilities, product compliance, pricing interfaces, data, audit, sanctions, anti-bribery, termination and transition.

For regulated products or services, route-to-market design should be aligned with the relevant licensing, product, sector and local-partner requirements.

10

Cross-Border Disputes, Protection & Exit

Planning for enforcement before a dispute arises

International transactions should address governing law, forum, arbitration, interim relief, service, evidence, enforcement and the location of counterparties and assets before problems occur.

Working with our Dispute Resolution, Arbitration & Litigation practice, we support cross-border dispute strategy, negotiation, mediation, arbitration, litigation and enforcement coordination where appropriate.

Investment exit may also require corporate, regulatory, tax, financing and contractual workstreams to be coordinated across jurisdictions.

How we support clients

Integrated legal support across the cross-border business lifecycle

  1. 01

    Entry and investment

    Market entry, corporate establishment, acquisitions, joint ventures, investment structures, governance and regulatory coordination.

  2. 02

    Transactions and partnerships

    Cross-border M&A, strategic alliances, shareholder arrangements, distribution, supply, services and technology contracts.

  3. 03

    Trade and market access

    Imports, exports, customs and product interfaces, Incoterms, AfCFTA considerations and route-to-market structures.

  4. 04

    Capital and finance

    Investment funding, commercial finance, receivables, equipment finance, foreign-exchange and repatriation interfaces.

  5. 05

    Compliance and operations

    Anti-bribery, sanctions, AML/CFT, third-party risk, data, competition and ongoing cross-border governance.

  6. 06

    Disputes and exit

    Governing law, arbitration, litigation, enforcement coordination, termination, divestment and restructuring.

Our Cross-Border Delivery Model

Nigerian insight. International coordination.

International matters often require legal advice in several jurisdictions and specialist input across tax, accounting, customs, technical regulation or other disciplines.

Paraphoenix is headquartered in Lagos, Nigeria. We advise on Nigerian-law aspects of international matters and work with carefully selected independent local counsel and professional advisers where the matter extends into jurisdictions in which we do not practise.

Our international capability is relationship-led. Paraphoenix does not maintain foreign offices, branches, affiliates or member firms of a proprietary international network.

This approach allows us to remain focused on the client's transaction while bringing the appropriate jurisdiction-specific expertise into the matter when required.

International & Cross-Border

Why Paraphoenix

Nigerian market insight

We understand the legal and commercial interfaces involved in entering, operating and transacting in Nigeria.

International perspective

Our multinational experience informs how we structure and coordinate transactions involving international businesses, institutions and stakeholders.

Integrated capability

We connect investment and trade with corporate transactions, finance, regulation, technology, projects, energy and disputes.

Relationship-led coordination

We work with carefully selected independent local counsel and professional advisers where foreign law or specialist expertise is required.

Senior attention

Important cross-border mandates receive close senior involvement, supporting continuity, judgement and coordinated execution.

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